f8k0808ex10iv_ea3megamedia.htm


     

    
      EXHIBIT A

      MEGA
MEDIA GROUP, INC.

      CONVERSION
NOTICE

       

      Reference
is made to the Convertible Note (the "Note") issued to the undersigned by MEGA
MEDIA GROUP INC. (the "Company"). In accordance with
and pursuant to the Note, the undersigned hereby elects to convert the
Conversion Amount (as defined in the Note) of the Note indicated below into
shares of Common Stock par value $0.001 per share (the "Common Stock") of the Company, as
of the date specified below.

       

      
                Date
of Conversion: 8/8/08

      

       

              Aggregate
Conversion Amount to be converted: $100,172.60

       

      Please
confirm the following information:

       

              Conversion
Price: .0319

       

              Number
of shares of Common Stock to be issued: 3,138,239

       

      Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

       

              Issue
to: Jaworek Capital
LLC.

                     75 Maiden Lane,
Suite 904

                     New York, NY,
10038

       

              Facsimile
Number: 212-952-1101

       

              Authorization:
/s/ Michal
Jaworek

       

                  By:
Michal
Jaworek

      
         

      

          Title:
President

       

      
        Dated: 8/8/08

      

       

      Account Number:                                                   


      (if
electronic book entry transfer)

       

      Transaction Code Number:                                  


      (if
electronic book entry transfer)

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	DATE 	CLOSING
      PRICE	 	 
	
                 Monday, July
      14, 2008

              	
                 $0.0500

              	 	 
	
                 Tuesday, July
      15, 2008

              	
                  $0.0500

              	 	 
	
                 Friday, July
      25, 2008

              	
                 $0.0400

              	 	 
	
                 Monday, July
      28, 2008

              	
                 $0.0350

              	 	 
	
                 Tuesday, July
      29, 2008

              	
                 $0.0400

              	 	 
	
                 Wednesday,
      July 30, 2008

              	
                 $0.0250

              	 	 
	
                 Thursday, July
      31, 2008

              	
                 $0.0400

              	 	 
	
                 Friday, August
      01, 2008

              	
                 $0.0590

              	 	 
	
                 Monday, August
      04, 2008

              	
                 $0.0350

              	 	 
	
                 Tuesday,
      August 05, 2008

              	
                 $0.0350

              	 	 
	
                 Wednesday,
      August 06, 2008

              	
                 $0.0500

              	 	 
	
                 Thursday,
      August 07, 2008

              	
                 $0.0400

              	 	 
	10 Day
    Average	
                 $0.0399

              	 	 
	 	 	 	 
	Principal
      Amount	
                 $100,000.00

              	 	 
	Earned
      Interest	
                 $172.60

              	   0.000247 Daily
      Rate	 7 Days
      Interest
	Conversion
      Amount	
                 $100,172.60

              	 	 
	Conversion Price	
                 $0.0319

              	 	 
	Shares Issued
      in Conversion	
                 3,138,239

              	 	 
	 	 	 	 
	Conversion
      Date	
                 Friday, August
      08, 2008